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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2009
CLEARPOINT BUSINESS RESOURCES, INC. (Exact n am e of re gistran t as spe cifie d in its ch arte r)
Delaware
000-51200
98-0434371
(State or oth e r jurisdiction of in corporation )
(C om m ission File Nu m be r)
(IRS Em ploye r Ide n tification No.)
1600 Manor Drive, Suite 110, Chalfont, PA
18914
(Addre ss of prin cipal e xe cu tive office s)
(Zip C ode )
Registrant’s telephone number, including area code: (215) 997-7710 Not Applicable (Form e r n am e or form e r addre ss, if ch an ge d since last re port)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ®
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01
Changes in Registrant’s Certifying Accountant.
In February, 2009, the practice of Lazar Levine & Felix, LLP (“Lazar”), which was engaged as the independent registered public accounting firm of ClearPoint Business Resources, Inc. (the “Company”), was acquired by Parente Randolph, LLC (“Parente”) and the professional staff and partners of Lazar joined Parente either as employees or principals of Parente. As a result of this transaction, Lazar resigned as the Company’s independent registered public accounting firm on February 18, 2009. On February 19, 2009, following the resignation of Lazar, the Company, through and with the approval of the Audit Committee of the Company’s Board of Directors, engaged Parente as its independent registered public accounting firm. Prior to engaging Parente, the Company did not consult with Parente regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Parente on the Company’s financial statements, and Parente did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as that term is described in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a reportable event (as that term is described in Item 304(a)(1)(v) of Regulation S-K). The report of independent registered public accounting firm of Lazar regarding the Company’s financial statements for the fiscal years ended December 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2008 and 2007, and during the interim period from the end of the most recently completed fiscal year through February 18, 2009, the date of resignation, there were no disagreements with Lazar on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Lazar, would have caused it to make reference to such disagreement in its reports. The Company provided Lazar with a copy of this Current Report on Form 8-K (the “Report”) prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Lazar furnish the Company with a letter addressed to the SEC stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter will be filed as an amendment to this Report.
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 20, 2009 CLEARPOINT BUSINESS RESOURCES, INC. By: /s/ Michael Traina Name: Michael Traina Title: Chief Executive Officer